General Terms and Conditions
ARTICLE 1. Definitions and Interpretations
||means the person who accepts a quotation or offer of the Seller for the sale of Goods or whose order for the Goods is accepted by the Seller;
||means the standard terms and conditions of sale set out in this document and (unless the context otherwise requires) includes any special terms and conditions agreed in writing between the Buyer and the Seller;
||means the contract for the purchase and sale of the Goods under these Conditions;
||means the date on which the Goods are to be delivered as stipulated in the Buyer's order and accepted by the Seller, either when the goods are at the premises of the seller or given to the forwarder
||means the goods (including any installment of the goods or any parts for them) which the Seller is to supply in accordance with these Conditions;
||means any communication effected by facsimile transmission or any comparable means.
Any reference in these Conditions to a statute or a provision of a statute shall be construed as a reference to that statute or provision as amended, re-enacted or extended at the relevant time.
The headings in these Conditions are for convenience only and shall not affect their interpretation.
ARTICLE 2. Application of Conditions
The Seller shall sell and the Buyer shall purchase the Goods in accordance with any quotation or offer of the Seller which is accepted by the Buyer, or any order of the Buyer which is accepted by the Seller.
No variation to these Conditions shall be binding unless agreed in writing between the authorized representations of the Buyer and the Seller.
Sales literature, price lists and other documents issued by the Seller in relation to the Goods are subject to alteration without notice and do not constitute offers to sell the Goods that are capable of acceptance. An order placed by the Buyer may not be withdrawn cancelled or altered prior to acceptance by the Seller. No contract for the sale of Goods shall be binding on the Seller unless the Seller has issued a quotation which is expressed to be an offer to sell the Goods; or has accepted an order placed by the Buyer, by whichever is the earlier of:-
- The Seller's written acceptance;
- Delivery of the Goods; or
- The Seller's invoice.
Any typographical, clerical or other accidental errors or omissions in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by the Seller shall be subject to correction without any liability on the part of the Seller.
No order submitted by the Buyer shall be deemed to be accepted by the Seller unless and until confirmed in writing by an authorized representative of the Seller.
The specification for the Goods shall be those set out in the Seller's sales documentation unless varied expressly in the Buyer's order (if accepted by the Seller).
The Seller reserves the right to make any changes in the specification of the Goods which are required to conform with any applicable safety or other statutory or regulatory requirements or, where the Goods are to be supplied to the Seller's specification, which do not materially affect their quality or performance.
No order which has been accepted by the Seller may be cancelled by the Buyer except with the agreement in writing of the Seller and on terms that the Buyer shall indemnify the Seller in full against all loss (including loss of profit), costs (including the cost of all labor and materials used), damages, charges and expenses incurred by the Seller as a result of cancellation.
ARTICLE 3. Price of the Goods
The price of the Goods shall be the price listed in the Seller's signed quotation
The price is exclusive of any applicable value added tax excise, sales or taxes or levies of a similar nature which are imposed or charged by any competent fiscal authority in respect of the Goods, which the Buyer shall be additionally liable to pay to the Seller.
ARTICLE 4. Insurance
Unless otherwise expressly agreed in writing by the Buyer and the Seller, Goods sold cif will be insured from time to time the Goods leave the warehouse or place of storage at the commencement of transit, throughout the ordinary course of transit and until warehouse delivery
ARTICLE 5. Warranty
EUROBEND GmbH guarantees high quality of manufacturing of the EQUIPMENT, and also their complete conformity to the contract terms of delivery. The EQUIPMENT should be in serviceable state, comply with the specifications and technical documentation of EUROBEND GmbH and meet the requirements, presented to the industrial equipment used for the industrial purposes according to constructive assignments of the delivered equipment. The warranty period is 12 months from the date of commissioning of the equipment or 2000 working hours, whichever occurs first, but in any case it will not exceed 12 months from the date of issue of Bill of Lading document.
The warranty does not cover electric components, such as the fuses (circuit breakers), control buttons, proximity-relays, micro-switches, as well as wear parts coming in contact with the processed material. In case of failure of the above-stated parts due to factory defects, EUROBEND GmbH will make all efforts to replace them within ten (10) days.
The Above applies only for parts produced by Eurobend. For parts supplied by third parties, the guarantee will be respective to the exact time provided by each individual supplier. Wear parts are not covered.
EUROBEND GmbH will repair or replace without charge any parts found to be defective during the warranty period, provided that the equipment has been used, maintained and serviced strictly in accordance with EUROBEND GmbH’s written instructions and documentation and no misuse, no negligence or accidents outside the responsibility of EUROBEND GmbH have occurred. The freight costs for the replaced parts will be paid by EUROBEND GmbH.
Buyer will return to EUROBEND GmbH’s representation in a timely manner any broken/defective parts, if EUROBEND GmbH demands it, within 10 days after detecting such defect. The freight costs of resending will be paid by EUROBEND GmbH. After receipt of notification from Buyer of any defect (defect protocol and photos), EUROBEND GmbH will make best efforts to replace any defective part within ten (10) days. Claims for production losses, incidental damages, wages or associated costs are not allowed.
In case of major failures during the warranty period, such failures being beyond the technical competence of Buyer to correct, EUROBEND GmbH shall within three working days furnish trained personnel to accomplish such repairs at no cost to Buyer) for travel and man hours supplied by EUROBEND GmbH. Costs for accommodation (hotel, meals) and local transportation are to be paid also by the Buyer.
All costs of repairs, maintenance and support provided by Buyer are for the account of Buyer. For the items to be manufactured locally after written EUROBEND GmbH’s permission, EUROBEND GmbH shall provide drawings and/or technical specifications. EUROBEND GmbH is responsible for the completeness and correctness of these drawings and specifications.
Buyer is obliged to execute maintenance service of the Equipment with the periodicity indicated in engineering specifications on the Equipment.
EUROBEND GmbH also undertakes the responsibility of providing after sales service and technical guidance during and after the end of warranty period and for the entire service life of the equipment. Spare part costs, labor and traveling expenses outside the warranty period will be billed.
For the warranty period EUROBEND GmbH provides free of charge technical assistance for correct operation of the equipment, through consultations (verbally, in writing, in person)
In addition, all spare parts provided will be solely for the purpose of the purchased equipment, under warranty or not. Any other use is forbidden and will automatically nullify and void the warranty.
For all other subjects, not covered by this Article, refer to the General Conditions for the supply of Plant and Machinery for export, prepared under the auspices of the United Nations Economic Commission for Europe, with Appendix by CECIMO (European Committee for Cooperation of the machine-Tools Industries).
ARTICLE 6. Non-disclosure
Buyer and EUROBEND GmbH agree to maintain confidentiality of all technical and commercial information, not in the public domain, learned by each of the other. Buyer, Leaseholder and EUROBEND GmbH agree not to disclose such information to any third party, without prior written permission from the other.
Buyer will endeavor to protect the EUROBEND GmbH know how on the production plant and production process and will not allow to have third parties take pictures, video, etc. or make sketches of (parts of) the EUROBEND GmbH Plant, without EUROBEND GmbH’s written consent.
Buyer will allow EUROBEND GmbH, under Buyer’s supervision, to film or photograph the equipment furnished under this CONTRACT in Buyer’s facility during and after installation. Leaseholder further allows EUROBEND GmbH to show the Equipment installed at Buyer’s plants to potential customers of EUROBEND GmbH as well as to other interested parties, such as the trade associated press. For any plant visit, EUROBEND GmbH will require written approval from Buyer, which approval will not unreasonably be withheld.
ARTICLE 7. Ownership of design
All drawings, technical documents, programming and documentation developed or furnished by EUROBEND GmbH under this CONTRACT shall remain the exclusive property of EUROBEND GmbH and are only provided to Buyer and Leaseholder for the maintenance, trouble shooting or modifications on this specific EQUIPMENT. They may not be utilized by Buyer and Leaseholder for a (similar) following plant or copied, reproduced, transmitted or communicated to a third party, without the prior written approval of EUROBEND GmbH.
ARTICLE 8. Ownership
The date of transition of the property rights to the Equipment from EUROBEND GmbH to the Buyer is the date of the full payment of the machines.
ARTICLE 9. Consequential damages
In no event shall either party be liable to the other for any loss of production, loss of profit, loss of use, loss of contracts or for any incidental or consequential damages with respect to the work, irrespective of the theory upon which any claim may be based.
Article 10. Force Majeure
As the consequence of Force Majeure, such as earthquakes, typhoons, floods, fires, terrorists acts, wars, strikes or other (natural) calamities, which cannot be predicted, or the happening or consequence of which cannot be prevented or avoided, and directly affects the execution of the CONTRACT, or execution of the CONTRACT according to the terms stipulated in the CONTRACT, the Party that encounters the Force Majeure should notify the other Party of the actual situation of the accident. Valid documents to certify the detailed happenings of the accident, and valid documents to certify the reasons of its inability to partly fulfill or completely fulfill, or the necessity to postpone the fulfillment of the CONTRACT, should be submitted to the other Party within fifteen days of the Force Majeure, and should be certified by a notarization department of the region where the Force Majeure took place. Disputes arising from cases of Force Majeure shall be resolved through negotiations between the two Parties as to whether to terminate the CONTRACT or partially release the obligations of the affected Party, or postpone the fulfillment of the CONTRACT according to the effect of the Force Majeure on the fulfillment of the CONTRACT. No Party will claim for any losses caused by the effect of Force Majeure. Under no circumstances EUROBEND GmbH reimburses any quantity of the material lost or damaged by virtue of circumstance being beyond EUROBEND GmbH’s control
ARTICLE 11. Applicable Law and Jurisdiction
The Contract shall be governed by the laws of Germany
" The courts of Germany have exclusive jurisdiction to settle any dispute arising out of or in connection with this Contract"
For all other subjects, not covered by this Article, refer to the General Condition for the supply of Plant and Machinery for export, prepared under the auspices of the United nations Economic Commission for Europe, with Appendix by CECIMO (European Committee for Cooperation of the machine-Tools Industries)